February 19, 1999
Page 1
CONFORMED COPY
February 19, 1999
To the Funds and Portfolios Listed on the Signature
Pages hereto
Ladies and Gentlemen:
You and we are parties to that certain Credit Agreement dated as of
February 20, 1998 (the "Credit Agreement"). Terms used herein shall, unless
otherwise defined herein or the context otherwise requires, have the meanings
assigned to such terms in the Credit Agreement as amended hereby.
We are in the process of reviewing the financial and other information
provided to us, in connection with a request to amend the Credit Agreement to
add certain new funds and portfolios as parties thereto, extend the Termination
Date of the Credit Agreement for an additional 364 days, increase the Commitment
Amount from $150,000,000 to $200,000,000 and effect certain other changes to the
Credit Agreement. In order to facilitate our completion of this review, you and
we have agreed that, effective as of the date of this letter agreement, the
definition of the term Termination Date set forth in the Credit Agreement shall
be amended to delete the reference to February 19, 1999 and replace such
reference with a reference to March 19, 1999. The agreement of the Banks and the
Agent to make such amendment is conditioned on your execution of seven
counterparts of this letter agreement and delivery of such counterparts to the
Agent and the conditions set forth below.
In addition to the foregoing condition, the effectiveness of this
letter agreement shall be subject to the conditions that (i) no Event of Default
or Unmatured Event of Default shall have occurred and be continuing as of the
date upon which each of the Funds and Portfolios listed on the signature pages
hereto shall be deemed to have executed this letter agreement and such execution
shall be deemed to be a certification by each such Person to that effect and to
the effect that each representation and warranty of such Person set forth in
Section 6 of the Credit Agreement, as amended hereby, is true and correct as of
the date hereof as though made on and as of such date and (ii) each of the Funds
and Portfolios listed on the signature pages hereto shall have furnished the
February 19, 1999
Page 2
Agent and the Banks such further documents as may be reasonably requested by the
Agent and/or the Banks through the Agent.
The Credit Agreement as amended hereby shall remain in full force and
effect and is hereby ratified, adopted and confirmed in all respects. All
references to the Credit Agreement in any other agreement or document shall
hereafter be deemed to refer to the Credit Agreement as amended hereby. In
addition, each reference in the Credit Agreement to the terms "this Agreement,"
"hereunder," "hereof" or terms or words of similar import shall hereafter mean
the Credit Agreement as amended hereby.
Please indicate your acceptance of the foregoing terms and conditions
by signing the enclosed copy of this letter where indicated below and returning
it to the Agent.
Very truly yours,
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, as Agent
By: Xxxx Xxxxx
Title: Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, as a Bank
By: Xxxx Xxxxx /s/
Title: Vice President
FIRST UNION NATIONAL BANK
By: Xxxxxx X. Xxxxxx
Title: Executive Vice President
STATE STREET BANK AND TRUST COMPANY
By: Xxxx Xxxxx Xxxxxxxxx /s/
Title: Xxxx Xxxxx Xxxxxxxxx
February 19, 1999
Page 3
Vice President
Accepted and agreed to
as of February 19, 1999:
XXXX XXXXX VALUE TRUST, INC.
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
XXXX XXXXX TOTAL RETURN TRUST, INC.
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
XXXX XXXXX SPECIAL INVESTMENT
TRUST, INC.
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
February 19, 1999
Page 4
XXXX XXXXX INVESTORS TRUST, INC.,
ON BEHALF OF XXXX XXXXX AMERICAN
LEADING COMPANIES TRUST
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
XXXX XXXXX INVESTORS TRUST, INC.,
ON BEHALF OF XXXX XXXXX BALANCED
TRUST
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
XXXX XXXXX GLOBAL TRUST, INC., ON
BEHALF OF XXXX XXXXX GLOBAL
GOVERNMENT TRUST
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
XXXX XXXXX GLOBAL TRUST, INC., ON
BEHALF OF XXXX XXXXX INTERNATIONAL
EQUITY TRUST
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
XXXX XXXXX GLOBAL TRUST, INC., ON
BEHALF OF XXXX XXXXX EMERGING MARKETS
TRUST
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
February 19, 1999
Page 5
XXXX XXXXX TAX-FREE INCOME FUND,
ON BEHALF OF XXXX XXXXX MARYLAND
TAX-FREE INCOME TRUST
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
XXXX XXXXX TAX-FREE INCOME FUND,
ON BEHALF OF XXXX XXXXX PENNSYLVANIA
TAX-FREE INCOME TRUST
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
XXXX XXXXX TAX-FREE INCOME FUND,
ON BEHALF OF XXXX XXXXX TAX-FREE
INTERMEDIATE-TERM INCOME TRUST
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
XXXX XXXXX INCOME TRUST, INC., ON
BEHALF OF XXXX XXXXX U.S.
GOVERNMENT INTERMEDIATE-TERM PORTFOLIO
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
February 19, 1999
Page 6
XXXX XXXXX INCOME TRUST, INC., ON
BEHALF OF XXXX XXXXX INVESTMENT
GRADE INCOME PORTFOLIO
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
XXXX XXXXX INCOME TRUST, INC., ON
BEHALF OF XXXX XXXXX HIGH YIELD
PORTFOLIO
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
XXXXXXXX CAPITAL TRUST, ON
BEHALF OF XXXXXXXX VALUE INTERNATIONAL FUND
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
XXXXXXXX CAPITAL TRUST, ON
BEHALF OF XXXXXXXX EUROPE FUND
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
XXXXXXXX CAPITAL TRUST, ON
BEHALF OF XXXXXXXX BASIC VALUE FUND
By: Xxxxx X. Xxxxxxxxx /s/
Title: Vice President & Treasurer
